of the Exchangeable Share Provisions. No amendment to or modification or waiver of any of the provisions of this agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto.
of the Exchangeable Share Provisions. If CallCo does not exercise the Retraction Call Right, the Company will cause the undersigned to be notified of such fact as soon as possible. This Retraction Request, and this offer to sell the Retracted Shares to CallCo, may be revoked and withdrawn by the undersigned only by notice in writing given to the Transfer Agent at any time before the close of business on the Business Day immediately preceding the Retraction Date. The undersigned acknowledges that if, as a result of solvency provisions of applicable Law, the Company is unable to redeem all Retracted Shares, and provided that CallCo has not exercised the Retraction Call Right with respect to the Retracted Shares, and that the undersigned has not exercised its right to demand CallCo to exercise its Retraction Call Right under Section 26.6(b)(iv) of the Company’s Articles, then the Retracted Shares will be automatically exchanged pursuant to the Voting and Exchange Trust Agreement so as to require Parent to purchase the unredeemed Retracted Shares (subject to Parent’s option of delegating such obligation to CallCo). The undersigned hereby represents and warrants to CallCo and the Company that the undersigned: (select one) ☐ is ☐ is not a resident of Canada for purposes of the Income Tax Act (Canada). THE UNDERSIGNED ACKNOWLEDGES THAT IN THE ABSENCE OF AN INDICATION THAT THE UNDERSIGNED IS A RESIDENT OF CANADA, WITHHOLDING ON ACCOUNT OF CANADIAN TAX MAY BE MADE FROM AMOUNTS PAYABLE TO THE UNDERSIGNED ON THE REDEMPTION OR PURCHASE OF THE RETRACTED SHARES. The undersigned hereby represents and warrants to CallCo and the Company that the undersigned has good title to, and owns, the share(s) represented by this Exchangeable Share Document to be acquired by CallCo or the Company, as the case may be, free and clear of all liens, claims and encumbrances. (Date) (Signature of Shareholder) (Guarantee of Signature) ☐ Please check box if the securities and any cheque(s) resulting from the retraction or purchase of the Retracted Shares are to be held for pick-up by the shareholder from the Transfer Agent, failing which such Exchangeable Share Document and cheque(s) will be mailed to the last address of the shareholder as it appears on the register. Note: This panel must be completed and this Retraction Request, together with the Exchangeable Share Documents and such additional documents and payments (including, without limitation, any applicable stamp taxes) as the Transfer Agent or the Company may require, mus...
of the Exchangeable Share Provisions. References in this section to the ITA are to the ITA as amended from time to time.
of the Exchangeable Share Provisions. The Corporation agrees, for the benefit of ParentCo, to enforce against the holders of Exchangeable Shares the provisions of section 7.4 of the Exchangeable Share Provisions to such effect.
of the Exchangeable Share Provisions. The rights of a Holder with respect to Retracted Shares from and after the Retraction Date shall be limited as provided in Section 6.6 of the Exchangeable Share Provisions.
of the Exchangeable Share Provisions. In any such event, the Corporation hereby agrees with the Holder immediately to notify the Holder of such prohibition against the Corporation redeeming all of the Retracted Shares and immediately to forward or cause to be forwarded to the Holder all relevant materials delivered by the Holder to the Corporation or to the Transfer Agent (including without limitation a copy of the retraction request delivered pursuant to Section 6.1(1) of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares.
of the Exchangeable Share Provisions as the case may be; and
of the Exchangeable Share Provisions. (3) On the Liquidation Event Effective Date, the closing of the transaction of purchase and sale contemplated by the automatic exchange of Exchangeable Shares shall be deemed to have occurred, and each Exchangeable Shareholder shall be deemed to have transferred to CRC all of such Exchangeable Shareholder’s right, title and interest in and to such Exchangeable Shares and the Exchangeable Shareholders’ Put Right and the Automatic Exchange Rights attaching thereto, except that each Exchangeable Shareholder shall have the right to receive such holder’s proportionate part of the total Liquidation Event Purchase Price payable to such Exchangeable Shareholder by CRC (less any amounts on account of tax properly withheld in accordance with applicable law and Section 13.3 of the Exchangeable Share Provisions) upon presentation and surrender by such Exchangeable Shareholder of Exchangeable Share certificates, duly endorsed in blank and accompanied by such instruments of transfer as CRC may reasonably require including, without limitation, a representation and warranty that the Exchangeable Shareholder is a resident of the United States for purposes of the Code. Concurrently with such Exchangeable Shareholders ceasing to be an Exchangeable Shareholder, such Exchangeable Shareholders shall be considered and deemed for all purposes to be the holders of the CRC Class A Shares issued to them as the Exchangeable Share Consideration pursuant to the automatic exchange of Exchangeable Shares and CRC shall promptly deliver or cause to be delivered to the Exchangeable Shareholders certificates representing the CRC Class A Shares issued to the Exchangeable Shareholder by CRC pursuant to such automatic exchange.
of the Exchangeable Share Provisions. Upon such payment of the total Liquidation Call Purchase Price, the Exchangeable Shareholders (other than any Exchangeable Shareholder which is an Affiliate of CRC) shall thereafter be considered and deemed for all purposes to be the holders of CRC Class A Shares delivered to them as part or all of the Exchangeable Share Consideration notwithstanding that the certificate or certificates representing such Exchangeable Shares have not been delivered by the holder or holders thereof to CRC.
of the Exchangeable Share Provisions. Provided that the total Redemption Call Purchase Price is delivered or paid on the Redemption Date or the Later Redemption Date, as applicable, the Exchangeable Shareholders (other than any Exchangeable Shareholder which is an Affiliate of CRC) shall thereafter be considered and deemed for all purposes to be the holders of CRC Class A Shares delivered to them. If CRC does not exercise the Redemption Call Right in the manner described above, on the Redemption Date or the Later Redemption Date, as applicable, the holders of the Exchangeable Shares so redeemed by Exchangeco will be entitled to receive in exchange therefor the Redemption Price otherwise payable by Exchangeco pursuant to Article 7 of the Exchangeable Share Provisions.
